Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager, manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information relating to the Series as they pertain to the Designated Assets, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”)Series, and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “Designated Assets”"Segment"), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a, or for compliance with the investment objectiveshowever, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “Designated Assets”), "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “Designated Assets”), "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series Segment in such form as may be mutually agreed upon, and agrees to review the Series Segment and discuss the management of it. The Sub-Sub- Adviser shall permit all books and records with respect to the Series Segment to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees trustees of the Trust. d. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Sub- Adviser’s 's Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “Designated Assets”"Segment"), and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a, or for compliance with the investment objectiveshowever, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series designated as the "Xxxxxx Associates Large Cap Value Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the Administrator), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”)Series, and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s Trusts prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s Trusts trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to “regulated investment companies” companies (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”0000 Xxx) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time-to-time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Advisers Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series designated as the "Xxxxxx Xxxxxx Large Cap Growth Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series designated as the "Xxxxxxxxxx International Developed Markets Discipline" as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series Segment from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time-to-time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager, manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information relating to the Series as they pertain to the Designated Assets, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees Trustees that have been furnished in writing to the Sub-Adviser (prior to such additional policies and guidelines going into effect, when possible), and (3) the provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and . The Sub-Adviser also agrees to review the Series and discuss the management of itit with the Manager, as may be reasonably requested by the Manager. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable prior notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and in cooperation with any administrator appointed by the Manager (the “Administrator”), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsSeries. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a, however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to comply with the Policies. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of itthe Series with representatives or agents of the Manager, the Administrator or the Trust at their reasonable request. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager Manager, the Administrator or the Trust with such other information and reports as may reasonably be requested by the Manager Manager, the Administrator or the Trust from time to time, including without limitation all material as reasonably may be requested by or required to be delivered to the Trustees trustees of the TrustTrust pursuant to Section 15(c) of the 1940 Act. d. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and as amended from time to time and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series. d. The Sub-Adviser shall maintain and be bound by a Code of Ethics satisfying the requirements of Rule 17j-1 under the 1940 Act, and shall provide to the Trust a current copy of such Code of Ethics, as amended from time to time.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the Administrator), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”)Series, and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s Trusts prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s Trusts trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” companies (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”0000 Xxx) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Advisers Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”)Series, and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees 's Trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager and the Administrator monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager and the Administrator at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s 's Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsSeries. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objectiveobjectives, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information 's offering memorandum relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended of 1986 (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments (including interests in pooled investment vehicles) on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerationsturnover; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books be solely responsible for ensuring that appropriate due diligence (including legal due diligence) and records analyses have been perform with respect to each investment by the Series, and shall be solely responsible for the adequacy of such due diligence and analyses. Notwithstanding the foregoing provisions of this Section l.a., however, the Sub- Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed comply with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the “Designated Assets”"Segment"), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Sub- Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a, or for compliance with the investment objectiveshowever, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsSeries. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain provided to the Designated AssetsSub-Adviser in accordance with Section 2.a hereof, (2) any additional changes in, or any additional, policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser in accordance with Section 2.a hereof and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Sub-Advisory Agreement - International Small Cap Equity Fund (2) as the Sub-Adviser shall determine. b. The . Notwithstanding the foregoing provisions of this Section 1.a, however, the Sub-Adviser shall not be responsible shall, upon written instructions from the Manager, effect such portfolio transactions for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply the Manager shall determine are necessary in order for the Series to assets other than comply with the Designated Assets. c. The Policies; and the Manager hereby agrees to hold the Sub-Adviser shall furnish the Manager monthlyharmless from any loss, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as damage or liability that may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager result from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with 's action in reliance upon or pursuant to any such written instructions from the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesManager.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsSeries. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objectiveobjectives, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information 's offering memorandum relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended of 1986 (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments (including interests in pooled investment vehicles) on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerationsturnover; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books be solely responsible for ensuring that appropriate due diligence (including legal due diligence) and records analyses have been performed with respect to the Series to be inspected and audited each investment by the Manager at all reasonable times during normal business hoursSeries, upon reasonable noticeand shall be solely responsible for the adequacy of such due diligence and analyses. The Sub-Adviser shall also provide Notwithstanding the Manager with such other information and reports as may reasonably be requested by the Manager from time to timeforegoing provisions of this Section 1.a., including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom however, the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Series as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.

Sub-Advisory Services. a. (a) The Sub-Adviser shall, subject to the supervision of the ManagerManager and the Trustees, and in cooperation with any custodian and administrator appointed by the Manager performing the duties of a custodian (the "Custodian"), and administrator (the "Administrator") manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsFund. The Sub-Adviser shall use commercially reasonable efforts to manage the Designated Assets Fund in conformity with (1with: i) the The investment objective, policies and restrictions of the Series Fund as set forth in the Trust’s prospectus Fund's then-current registration statement, as filed with the SEC from time to time and statement of additional information relating provided to the Series as they pertain to the Designated AssetsAdviser; and ii) Any procedures, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees that have been Trustees and furnished in writing to the Sub-Adviser and (3Adviser; and iii) the The provisions of Subchapter M of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code)1986, all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”) and the rules and regulations thereunder, as amended from time to time (the "Code"), and iv) The diversification requirements under Section 817(h) of the Code; and v) The provisions of the 1940 Act (collectively, the "Investment Guidelines"). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; , and the majority or the whole of the Series Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall shall, in its best judgment, determine. b. The Sub-. Notwithstanding any provisions of this Section 2(a) to the contrary, the Adviser shall not be responsible shall, upon written instructions from the Manager, effect such portfolio transactions for the investment or reinvestment of any assets other than Fund as the Designated Assets, or Manager shall determine are necessary in order for compliance the Fund to comply with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. above enumerated requirements. The Sub-Adviser shall furnish the Manager Manager, the Custodian, and the Administrator, as appropriate, with monthly, quarterly and annual reports concerning portfolio transactions transactions, performance, and performance management of the Series Fund in such form as the Manager may be mutually agreed uponreasonably request, and agrees to review the Series Fund and discuss the management of itthe Fund with representatives or agents of the Manager, or the Administrator, at their reasonable request. The Sub-Adviser shall permit access to all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times Fund during normal business hours, upon on reasonable notice. The Sub-Adviser shall also provide the Manager Manager, or the Administrator, with such other information and reports as the Manager or the Administrator may reasonably be requested by the Manager request from time to time, including without limitation all material requested by . The Adviser shall make a senior portfolio manager of the Fund or required to be delivered an appropriate investment professional available for presentations to the Trustees at a meeting of the TrustBoard of Trustees annually, as well as other meetings as may be reasonably requested. d. (b) The Sub-Adviser shall provide make available to the Manager a copy Manager, promptly upon request, any of the Sub-Adviser’s Form ADV Fund's investment records and ledgers as filed are necessary to assist the Manager to comply with the Securities and Exchange Commission and a list requirements of the persons whom 1940 Act and the Sub-Adviser wishes Advisers Act, as well as other applicable laws and regulations, and will furnish to have authorized regulatory authorities having the requisite authority any information or reports relating to give written and/or oral instructions its services under this Agreement that may be requested in order to custodians ascertain whether the Fund is being managed in a manner consistent with applicable laws and regulations. (c) The Advisers shall, in connection with the purchase and sale of assets securities for the Fund, arrange for the transmission to the Custodian on a daily basis, such confirmations, trade tickets, and other documents and information, including, but not limited to, Cusp, Sedum, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the Custodian to perform its responsibilities with respect to the Fund, and, with respect to portfolio securities to be purchased or sold through the Depository Trust Company, and will arrange for the automatic transmission of the confirmation of such trades to the Custodian. (d) The Adviser shall prepare and file any schedule or notification required by Regulation 13D-G under the Securities Exchange Act of 1934, as amended, and shall provide certification with regard to any securities eligible for passive foreign investment credits. (e) The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held by the Fund. The Adviser shall instruct the Custodian, the Administrator, and other parties providing services to the Fund to promptly forward misdirected proxy materials to the Adviser. (f) The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Adviser within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Fund is not in compliance with the requirements noted above, the Adviser, in consultation with the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the Code. (g) The Manager acknowledges that the Adviser is not the compliance agent for the Fund or for the Manager, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with applicable law (including sub-chapters M and L of the Code, the 1940 Act and the Advisers Act ("Applicable Law")) and in accordance with the Investment Guidelines, the Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions received from the Fund, the Manager or the Administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Investment Guidelines and Applicable Law based upon such books and records and such instructions provided by the Fund, the Manager or the Administrator.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time investsSeries. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain provided to the Designated AssetsSub-Adviser in accordance with Section 2.a hereof, (2) any additional changes in, or any additional, policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser in accordance with Section 2.a hereof and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, Sub-Advisory Agreement - International Equity Fund (2) as the Sub-Adviser shall determine. b. The . Notwithstanding the foregoing provisions of this Section 1.a, however, the Sub-Adviser shall not be responsible shall, upon written instructions from the Manager, effect such portfolio transactions for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply the Manager shall determine are necessary in order for the Series to assets other than comply with the Designated Assets. c. The Policies; and the Manager hereby agrees to hold the Sub-Adviser shall furnish the Manager monthlyharmless from any loss, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as damage or liability that may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager result from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with 's action in reliance upon or pursuant to any such written instructions from the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the SeriesManager.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the ManagerManager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”)Series, and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s 's prospectus and statement of additional information relating to the Series as they pertain to the Designated AssetsSeries, (2) any additional policies or guidelines established by the Manager or by the Trust’s 's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “"Code”") applicable to “"regulated investment companies” " (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “"Policies”"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “"1940 Act”") and the rules and regulations thereunder. [FOR STAR GROWTH FUND ONLY: For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies.] Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for . [FOR STAR GROWTH FUND ONLY: Notwithstanding the investment or reinvestment foregoing provisions of any assets other than the Designated Assetsthis Section 1.a; however, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series in such form as may be mutually agreed upon, and agrees to review the Series and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to have authorized to give written and/or oral instructions to custodians of assets of comply with the SeriesPolicies.]

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager, manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (the “Designated Assets”), and have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Designated Assets in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust’s prospectus and statement of additional information relating to the Series as they pertain to the Designated Assets, (2) any additional policies or guidelines established by the Manager or by the Trust’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 as amended (the “1940 Act”) and the rules and regulations thereunder. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. b. The Sub-Adviser shall not be responsible for the investment or reinvestment of any assets other than the Designated Assets, or for compliance with the investment objectives, policies and restrictions of the Series as they apply to assets other than the Designated Assets. c. The Sub-Adviser shall furnish the Manager monthly, quarterly and annual reports concerning portfolio transactions and performance of the Series Designated Assets in such form as may be mutually agreed upon, and agrees to review the Series Designated Assets and discuss the management of it. The Sub-Adviser shall permit all books and records with respect to the Series Designated Assets to be inspected and audited by the Manager at all reasonable times during normal business hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager with such other information and reports as may reasonably be requested by the Manager from time to time, including without limitation all material requested by or required to be delivered to the Trustees of the Trust. d. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser’s Form ADV as filed with the Securities and Exchange Commission and a list of the persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to custodians of assets of the Series.